This is a contract (the “Agreement”) between you and DV Chain, LLC, a Delaware limited liability company (“DV”, “DV Chain,” “us,” “our,” or “we”). PLEASE READ THIS CAREFULLY – IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND DV. By signing up to use an account through trade.dvchain.co or any associated informational websites, electronic communications, APIs, or mobile applications (collectively, the “DV Chain Site”) or by using the DV Chain Site, you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement. If you do not agree to any part of the Agreement, you may not use the DV Chain Site or the Services (as defined below).
1. DV Chain Services and Use
1.1.Through your DV Chain account (“DV Account”) and the DV Chain Site, subject to DV compliance onboarding and approval, you are able to buy and sell cryptocurrency and have access to trading tools, in addition to certain other services that may be provided by DV from time to time, including, among other things, account management tools, general news and information, trading alerts, market data including price and analytics, and educational information (collectively, the “Services”). When using the Services to buy or sell cryptocurrency through your DV Account, you are directly buying from, and directly selling to, DV Chain. DV Chain does not offer exchange or clearance services.
1.2. Eligibility. You must be 18 years old to use the DV Chain Site or the Services and represent that you are of such age in doing so. Neither you, nor any person for whom you are acting as an agent or nominee, as applicable (1) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by United States Office of Foreign Assets Control (“OFAC”) from time to time; (2) is a foreign shell bank; or (3) reside in or your funds are transferred from or through an account in a Non- Cooperative Jurisdiction (as classified by the Financial Action Task Force on Money Laundering (“FATF”). If you are using the Services on behalf of a legal entity, you further represent and warrant that the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and you are duly authorized by such legal entity to act on its behalf.
1.3. Permitted Use. You agree and acknowledge that your use of the DV Chain Site or the Services will not involve the use of any retirement funds, including any personal or indirect IRA investments and that you will not use the DV Chain Site or the Services in connection with any unlawful or otherwise undesirable activity (as determined by DV Chain in its absolute and sole discretion), including, but not limited to dealing in counterfeit goods, gambling, money laundering, or drug activity. In addition, you represent that your DV Account is discretionary in nature, and is not being used primarily for personal, family, or household purposes.
1.4. Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the DV Chain Site solely for approved purposes as permitted by DV Chain from time to time. Any other use of the DV Chain Site is expressly prohibited and all other right, title, and interest in the DV Chain Site is exclusively the property of DV Chain and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the DV Chain Site or its related content, in whole or in part. “DV Chain” and all logos related to the Services or displayed on the DV Chain Site are either trademarks or registered marks of DV Chain or its licensors. You may not copy, imitate or use them without our prior written consent.
1.5. E-Sign and Electronic Communications Consent.In our sole discretion, any agreements, applications or records that you sign or agree to at our request, may be in electronic form. Furthermore, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your DV Account and your use of the Services. We will provide these Communications to you by either posting them on the DV Chain website, emailing them to you at the primary email address listed in your DV Chain profile, communicating to you via instant chat, and/or through other electronic communication such as a text message or mobile push notification. DV Chain may not send Communications in a language other than English, and if you are not fluent in English, you should consider obtaining the services of an interpreter. You understand and agree that if DV Chain or its agent sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, DV Chain will be deemed to have provided the Communication to you.
2. Creating a DV Account
2.1. Registration.In order to use any of the Services, you must first register through the DV Chain website, or contact a DV Chain account representative directly, and provide certain information. DV Chain may, in its absolute and sole discretion, refuse to allow you to establish an DV Account.
2.3. Identity Verification. In order to use certain features of the Services and to help the government fight the funding of terrorism and money laundering activities, you may be required to provide DV Chain with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update DV Chain if any information changes. You hereby authorize DV Chain to, directly or through third parties make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), to query account information associated with your linked bank account (e.g., name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.
3.1. Transaction Limits. The use of all Services is subject to a limit on the amount of volume you may transact or transfer in a given period. To view your limits, login to your DV Account and explore your user profile. Your transaction limits may vary depending on your payment method, identity verification steps you have completed, trading pairs, and other factors. DV Chain reserves the right to change applicable limits as we deem necessary in our absolute and sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request via the DV Chain website or by speaking to a DV Chain account representative directly. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with DV Chain representatives.
3.2. Trading. Trading via the DV Chain Site will be governed by the DV Chain Cryptocurrency Purchase Agreement.
3.3. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.
3.4. Modification or Discontinuance of Services. DV Chain may, in our absolute and sole discretion and without cost to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of the Services.
3.5. Suspension, Restriction, and Cancellation of Services. DV Chain may restrict, suspend or terminate your access to the Services in our absolute and sole discretion, immediately and without prior notice, and delete or deactivate related information and files without cost to you, including, for example, in the event that you breach any terms of this Agreement or you take any action that DV Chain deems abusive or as circumventing DV controls.
4. Assumption of risk, limits of liability, and indemnity
4.1. Assumption of Risk.You acknowledge that there are risks associated with using the Services and the DV Chain Site, including risk of failure of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your DV Account. As such, DV Chain will not be responsible or liable to you for any such related losses and takes no responsibility for use of the Services that involves user error such as forgotten passwords, incorrectly construed transactions, or mistyped wallet addresses; server failure or data loss; corrupt files; unauthorized access, or; any unauthorized third party activities, including without limitation the use or introduction of computer viruses, or other malware, phishing, spoofing or other means of attack against you or the DV Chain Site or Services. You further accept and acknowledge that DV Chain will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the DV Chain Site or the Services, regardless of the cause.
4.2. Suitability.DV Chain makes no guarantees or recommendations of any kind, nor does it purport to offer any investment advice of any kind. The risk of complete loss in trading or holding any type of cryptocurrency can be substantial. You are solely responsible for evaluating the merits and risks associated with the use of the DV Chain Site and the Services and should take into consideration your particular financial situation in determining whether using the Services or trading cryptocurrencies is suitable for you.
4.3. DV Chain Site Accuracy and Availability.We make no representation or warranty that the DV Chain Site, or the server that makes it available, is free of viruses or errors, that its content is accurate, that it will be uninterrupted, or that defects will be corrected. We will not be responsible or liable to you for any loss of any kind, from action taken, or taken in reliance on content, material, or information contained on the DV Chain Site. Links to third-party materials may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party websites accessible or linked to the DV Chain Site.
4.4. Limitation of Liability; No Warranty.IN NO EVENT SHALL DV CHAIN, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE DV CHAIN SITE OR THE SERVICES, OR THIS AGREEMENT. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. DV CHAIN SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. DV CHAIN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE DV CHAIN SITE, ANY PART OF THE DV CHAIN SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. DV Chain makes no representations about the accuracy or completeness of any data, including historical price data, available on the DV Chain Site. DV Chain will make commercially reasonable efforts to ensure that requests for electronic debits and credits are processed in a timely manner but DV Chain makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
4.5. Indemnification.You agree to indemnify and hold harmless DV Chain, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, from any loss, damage, cost, action, claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement; your use of, or conduct in connection with, the Services; or your violation of any law, rule or regulation, or the rights of any third party.
4.6. Arbitration and Waiver of Class Action. If you have a dispute with DV Chain, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and DV Chain agree that any dispute arising under this Agreement shall be finally settled in binding arbitration in Chicago, Illinois administered by JAMS, on an individual basis, and you and DV Chain hereby expressly waive trial by jury and right to participate in any action involving collective, consolidated, or representative proceedings, including a class action lawsuit or class-wide arbitration. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE THEN EACH PARTY, (i) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES, AND (ii) SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS LOCATED IN COOK COUNTY, ILLINOIS AND EACH PARTY AGREES NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION. Notwithstanding the above, you and DV Chain each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
5. General Provisions
5.1. Contact Us.Please contact us firstname.lastname@example.org with any feedback, questions, or complaints.
5.2. Amendments.We may amend or modify this Agreement, in our absolute and sole discretion, by posting on the DV Chain website or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services.
5.4. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any DV Chain affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
5.5. Severability. If any provision of this Agreement is determined to be invalid or unenforceable under or by any regulation, law, court of competent jurisdiction, or any government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
5.6. Change of Control. Should DV Chain be acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
5.7. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, those sections pertaining to suspension or termination, DV Account cancellation, general use of the DV Chain Site, disputes with DV Chain, and general provisions, shall survive the termination or expiration of this Agreement.
5.8. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Illinois, without giving effect to the principles of conflicts of law thereof.
5.9. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
5.10. No Waiver. This Agreement shall not be construed to waive rights that cannot be waived under applicable local, provincial, state and federal laws where you are located.